Exhibit 10.2


 


Summary of Annual Cash Bonus Plan


 


We
have an annual cash incentive program that is designed to provide cash
incentive awards to our employees.  The
following is a summary of the terms of our annual cash incentive program, which
we refer to as our cash bonus plan.


 


All
regularly employed associates of our company, including our Named Executive
Officers, are eligible to participate in our cash bonus plan.  Each participant in our cash bonus plan has a
target award level that is equal to a specified percentage of the participant’s
annual base salary as of December 31 of the plan year.  The percentage is determined by the
participant’s job grade as of December 31 of the plan year.  Actual payment to a participant under the
cash bonus plan may range from zero to 150% of the participant’s target award
and is based on our company performance during the plan year as compared to
specified company performance measures for plan year and on the participant’s
performance during the plan year as compared to specified individual
performance goals for that participant for such plan year.  The company performance measures account for
60% of each participant’s target award and the individual performance goals for
a participant account for 40% of such participant’s target award.  Each year, the compensation committee
approves the company performance measures for such plan year and assigns a
percentage weighting to each measure, which reflects the priority of such
measure as determined by the compensation committee.  When the compensation committee approves
company performance measures, it also approves minimum, target and maximum
levels for each measure.  The
compensation committee makes the final determination of company performance
achievement for each plan year with respect to each measure following the end
of such plan year.


 


In
determining payouts under our cash bonus plan, the compensation committee
determines a company performance bonus factor for each plan year by allocating
credits for each company performance measure in the following manner:


 


·                                no
credit for a company performance measure unless we achieve a minimum
performance level;


 


·                                a
credit of at least 50% but less than 100% of the company performance measure if
we achieve the minimum performance level but do not achieve the target
performance level;


 


·                                a
credit of at least 100% but less than 150% of the company performance measure
if we achieve or exceed the target performance level but do not attain the
maximum performance level; and


 


·                                a
credit of 150% of the company performance measure if we achieve or exceed the
maximum performance level.


 


Individual
performance goals for each participant in our cash bonus plan other than our
chief executive officer and our president and chief operating officer are determined
by the executive officer or manager to whom the participant reports.  Individual performance goals for our chief
executive officer and our president and chief operating officer are reviewed
with our lead independent director and the 


 

















 


compensation
committee.  For each individual
performance goal, the Named Executive Officer must accomplish at least 80% of
the performance goal to receive a cash bonus payment for such performance goal.  The compensation committee makes the final
determination of individual performance achievement for each plan year for each
of our Named Executive Officers with respect to each individual performance
goal following the end of such plan year.


 


The
compensation committee has selected the following company performance measures
under our cash bonus plan for 2008:


 


·                                a
minimum sales revenue for Angiomax in the United States;


 


·                                the
commercial launch of Cleviprex and minimum sales revenue for Cleviprex in the
United States;


 


·                                the
development of our global organization, with a primary focus on the European
Union during 2008, including the ability to operate in Germany, France, Italy
and the United Kingdom, the approval to market Angiox for ACS in the European
Union, the complete transition of the distribution of Angiox from Nycomed and a
minimum sales performance in the European Union with respect to Angiox;


 


·                                FDA
approval of the sNDA that we filed in 2007 relating to an additional indication
for Angiomax for an additional dosing regimen in the treatment of ACS initiated
in the emergency department;


 


·                                the
completion of a 70% interim analysis of the CHAMPION clinical trials relating
to cangrelor by the end of the third quarter of 2008; and


 


·                                a
minimum earnings per share (before taxes) for 2008.